Vesting and Payment. (a) Except as set forth in Sections 2(c) and 2(d), the Restricted Stock Units shall vest on the fourth anniversary of the Grant Date (the “Scheduled Payment Date”); provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment Date. (b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date. (c) The Restricted Stock Units shall vest on a pro-rated basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460. (d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
Appears in 3 contracts
Samples: Restricted Stock Unit Agreement (Henry Schein Inc), Restricted Stock Unit Agreement (Henry Schein Inc), Restricted Stock Unit Agreement (Henry Schein Inc)
Vesting and Payment. (a) Except as set forth in Sections 2(c) and 2(d), the Restricted Stock Units shall vest on the fourth anniversary of the Grant Date (the “Scheduled Payment Date”); provided that the Participant has not had a Termination of Employment at any time prior to the tothe Scheduled Payment Date.
(b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date.
(c) The Restricted Stock Units shall vest on a pro-rated basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant Grant Date to the date of the Participant’s Retirement, and the denominator of which is 1,460the number of days from the Grant Date to the Scheduled Payment Date.
(d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, “Cause” shall have the meaning set forth in Section 7(b) of the Plan, but shall also include any breach by Participant of any agreement with the Company or any of its Subsidiaries. For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Henry Schein Inc), Restricted Stock Unit Agreement (Henry Schein Inc)
Vesting and Payment. Section 2.1 Vesting of Restricted Stock Units and Dividend Equivalents
(a) Except as set forth in Sections 2(cSubject to paragraphs (b), (c) and 2(d)(d) below and to Section 2.2 hereof, the Restricted Stock Units shall vest in cumulative installments as follows:
(i) Twenty percent (20%) of the Restricted Stock Units shall vest on the first anniversary of the Grant Date;
(ii) Twenty percent (20%) of the Restricted Stock Units shall vest on the second anniversary of the Grant Date;
(iii) Twenty percent (20%) of the Restricted Stock Units shall vest on the third anniversary of the Grant Date;
(iv) Twenty percent (20%) of the Restricted Stock Units shall vest on the fourth anniversary of the Grant Date Date; and
(v) Twenty percent (20%) of the “Scheduled Payment Date”); provided that Restricted Stock Units shall vest on the Participant has not had a Termination fifth anniversary of Employment at any time prior to the Scheduled Payment Grant Date.
(b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior Notwithstanding any provision to the vesting date and all vesting shall occur only on contrary in paragraph (a) above, after the vesting date; provided that no Termination first anniversary of Employment has occurred prior to such date.
(c) The the Grant Date the Restricted Stock Units shall vest on a pro-rated daily pro rata basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice each anniversary of the Participant’s retirement to the Company at least 30 days prior to Grant Date, such that on the date of such retirement, and any determination an additional number of Restricted Stock Units shall be vested (iii) no Termination of Employment has occurred prior rounded to the date nearest whole share) equal to the product of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying (A) the number of Restricted Stock Units set forth which would otherwise vest on the next anniversary of the Grant Date under Section 1 by paragraph (a) above, and (B) a fraction, fraction the numerator of which is shall be the number of days from which have elapsed since the date of grant to the date immediately preceding anniversary of the Participant’s Retirement, Grant Date and the denominator of which is 1,460shall be 365.
(c) Each additional Restricted Stock Unit which results from adjustments made pursuant to Section 1.1(b) hereof shall vest whenever the underlying Restricted Stock Unit to which such additional Restricted Stock Unit relates vests.
(d) The Each additional Restricted Stock Unit which results from deemed reinvestments of Dividend Equivalents pursuant to Section 1.1(c) hereof shall vest whenever the underlying Restricted Stock Unit to which such additional Restricted Stock Unit relates vests.
Section 2.2 Forfeiture of Unvested Restricted Stock Units shall become fully vested on and Dividend Equivalents Immediately upon the earliest of Executive’s Separation from Service (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of Employment Agreement), the Executive shall forfeit any and all Restricted Stock Units and Dividend Equivalents awards granted under this Agreement, “Disability” shall mean Agreement which have not vested or do not vest on or prior to the approval ofdate on which the Executive’s Separation from Service occurs, and receiving benefits forthe Executive’s rights in any such Restricted Stock Units and Dividend Equivalents awards which are not so vested shall lapse and expire; provided, long term disability however, that no such forfeiture shall exist and all Restricted Stock Units and Dividend Equivalents awards granted under this Agreement shall vest in the event of:
(a) The Executive’s Separation from Service by reason of a termination by the disability insurance carrier under Company without Cause or by the CompanyExecutive for Good Reason or due to the Executive’s death or Disability (or if applicable, Subsidiary’sas such capitalized terms are defined in the Employment Agreement); or
(b) long term disability planThe occurrence of a Change in Control (as defined in the Employment Agreement).
Appears in 2 contracts
Samples: Time Based Restricted Stock Units Agreement (Maguire Properties Inc), Time Based Restricted Stock Units Agreement (Maguire Properties Inc)
Vesting and Payment. (a) 2.1 Except as set forth provided in Sections 2(c) and 2(d)Section 2.2, the Restricted Stock Units Award shall vest in its entirety on the fourth earlier of the first anniversary of the Grant Date or the first annual meeting of the Company’s stockholders following the Grant Date, so long as the Grantee continues to serve on the Board through such date (such period sometimes referred to as the “Restricted Period”).
2.2 Notwithstanding Section 2.1 above, all RSUs covered by the Award shall immediately vest upon the occurrence of a Change in Control that occurs prior to the expiration of the Restricted Period. If the Grantee’s service as a Director is terminated for any reason other than death or Disability, the Grantee shall forfeit all rights with respect to all RSUs that are not vested on such date; provided, however, if such termination is with Cause, all RSUs whether vested or unvested shall immediately become void and of no effect. If the Grantee’s service as a Director is terminated by death or Disability, the RSUs covered by the Award shall immediately vest, but only in proportion to the length of the Director’s service as a director during such Restricted Period.
2.3 The Grantee shall be entitled to payment in respect of all RSUs covered by the Award upon the vesting of such RSUs. Subject to the provisions of the Plan, such payment shall be made through the issuance to the Grantee, as promptly as practicable thereafter (or to the executors or administrators of Grantee’s estate, as promptly as practicable after the Company’s receipt of notification of Grantee’s death, as the case may be), of a number of Shares equal to the number of such vested RSUs. Notwithstanding the foregoing, if the Grantee shall have elected to defer payment of such vested RSUs to such later date as may be permitted by the Company, in accordance with the requirements of Section 409A of the Code, payment of such vested RSUs shall instead be made on such later date (the “Scheduled Payment DateDeferral Election”); provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment Date.
(b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date.
(c) The Restricted Stock Units shall vest on a pro-rated basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460.
(d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
Appears in 1 contract
Samples: Restricted Share Unit Award Agreement (Chefs' Warehouse Holdings, LLC)
Vesting and Payment. Section 2.1 Vesting of Restricted Stock Units and Dividend Equivalents
(a) Except as set forth in Sections 2(cSubject to paragraphs (b), (c) and 2(d)(d) below and to Section 2.2 hereof, the Restricted Stock Units shall vest in cumulative installments as follows:
(i) One-third of the Restricted Stock Units shall vest on the fourth first anniversary of the Grant Date (the “Scheduled Payment Date”); provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment Date.;
(bii) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in One-third of the periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date.
(c) The Restricted Stock Units shall vest on the second anniversary of the Grant Date;
(iii) One-third of the Restricted Stock Units shall vest on the third anniversary of the Grant Date;
(b) All Restricted Stock Units and Dividend Equivalents awards granted under this Agreement shall vest in the event of:
(i) The occurrence of a pro-rated basis upon Change in Control (as defined in the ParticipantPlan);
(ii) The Grantee’s RetirementSeparation from Service due to the Grantee’s death or total and permanent disability;
(iii) The Grantee’s Separation from Service which occurs as a result of the Grantee ceasing to serve as a Director due to a conflict of interest between the Company and Questar Corporation, unless otherwise provided expressly as determined by the Board in its sole discretion;
(iv) The Grantee’s Separation from Service as a written result of the Grantee ceasing to serve as a Director as a result of a mutual agreement between the Participant Grantee and the Company Company; or
(or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (iv) the ParticipantThe Grantee’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement Separation from Service due to the Company at least 30 days prior Company’s failure to re-nominate the date of such retirement, and Grantee as a Director.
(iiic) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Each additional Restricted Stock Units set forth under Unit which results from adjustments made pursuant to Section 1 by a fraction, 1.1(b) hereof shall vest whenever the numerator of underlying Restricted Stock Unit to which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460such additional Restricted Stock Unit relates vests.
(d) The Each additional Restricted Stock Unit which results from deemed reinvestments of Dividend Equivalents pursuant to Section 1.1(c) hereof shall vest whenever the underlying Restricted Stock Unit to which such additional Restricted Stock Unit relates vests.
Section 2.2 Forfeiture of Unvested Restricted Stock Units shall become fully vested on the earliest of and Dividend Equivalents
(i) a Termination of Employment by Immediately upon the Grantee’s “separation from service” from the Company (or a Subsidiary) without Cause occurring within the 2-year period following meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a Change of Control“Separation from Service”), (ii) the Participant’s Disability Grantee shall forfeit any and (iii) the Participant’s death; provided that no Termination of Employment has occurred all Restricted Stock Units and Dividend Equivalents awards granted under this Agreement which have not vested or do not vest on or prior to the date on which the Grantee’s Separation from Service occurs pursuant to Section 2.1, hereof and the Grantee’s rights in any such event, unless otherwise provided expressly in a written agreement between the Participant Restricted Stock Units and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” Dividend Equivalents awards which are not so vested shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, lapse and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability planexpire.
Appears in 1 contract
Samples: Time Based Restricted Stock Units Agreement (Qep Resources, Inc.)
Vesting and Payment. (a) 2.1 Except as set forth provided in Sections 2(c) and 2(d)Section 2.3, the Restricted Stock Units Award shall vest on the fourth anniversary ___, 20___ with respect to ______% of the Grant Date (RSUs, and shall vest with respect to an additional ______% of the “Scheduled Payment Date”); provided that RSUs on each of the Participant has not had a Termination ______ succeeding one-year anniversaries of Employment at any time prior to the Scheduled Payment Date.
(b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date.
(c) 2.2 The Restricted Stock Units Grantee shall vest on a pro-rated basis be entitled to local PRC payment in respect of each RSU covered by the Award upon the Participant’s Retirementvesting of such RSU. Subject to the provisions of the Plan, unless otherwise provided expressly in such payment shall be made by the Grantee's PRC employer through the remittance to the Grantee, as promptly as practicable following the applicable vesting date (or to the executors or administrators of Grantee's estate, as promptly as practicable after the Company's receipt of notification of Grantee's death, as the case may be), of a written agreement between Renminbi cash payment equal to the Participant product of the number of such vested RSUs and the Company (or Fair Market Value of a Subsidiary)Share on the applicable vesting date, less any amounts necessary to satisfy any applicable withholding obligations in accordance with Section 5 below. For purposes of The payments contemplated under this Section 2(c), 2.2 shall be made entirely within the Participant PRC such that they shall qualify for “Retirement” if (i) entail no cross-border fund flow.
2.3 The RSUs covered by the Participant’s age (minimum 55) plus years Award shall under no circumstances be settled in Shares. The Grantee shall not become a shareholder of service with the Company and its Subsidiaries equal or exceed 70, (ii) otherwise obtain the Participant has provided written notice rights of a shareholder due to the vesting of the Participant’s retirement to the Company at least 30 days prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement RSUs granted under Section 2(c)(i), the Participant’s age and years of service shall be this Agreement.
2.4 Except as otherwise determined by the Participant’s most recent birthday Committee at or after the grant of the Award hereunder, and subject to applicable laws, Grantee shall forfeit all unpaid RSUs granted hereunder, and all rights of the Grantee to the amounts payable with respect to such RSUs shall terminate, without further obligation on the part of the Company, unless the Grantee remains in the continuous employment anniversary, respectively(or other service-providing capacity) of the Company or its Subsidiaries for the entire period beginning on the Grant Date and ending on the vest date applicable to such RSUs as provided in Section 2.1. For purposes “Continuous employment” will be deemed to end on the date on which notice of this Section 2(c), vesting on a pro-rated basis shall be calculated termination is received by multiplying the number Grantee (or such later date as specified in such notice by the Company) or notice of Restricted Stock Units set forth under Section 1 resignation is given by a fractionthe Grantee. Notwithstanding the foregoing, the numerator Award shall automatically vest as to all RSUs awarded hereunder (as to which such RSUs have not previously vested) upon the occurrence of which is termination of the number of days Grantee's employment from the date of grant Company, a Subsidiary or Affiliate which results from Grantee's death or Disability (to be determined in the date sole discretion of the Participant’s Retirement, and the denominator of which is 1,460Committee).
(d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
Appears in 1 contract
Vesting and Payment. (a) Except as set forth in Sections 2(c) and 2(d), the Restricted Stock Units shall vest on the fourth anniversary of the Grant Date (the “Scheduled Payment Date”); provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment Date.
(b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date.
(c) The Restricted Stock Units shall vest and shares of Common Stock shall be registered in the name of the Outside Director in settlement thereof as follows:
(a) Except as provided in Section 2(c) of this Agreement, 100% of the Restricted Stock Units granted by this Agreement shall vest on a pro-rated basis upon the Participant’s Retirementearlier of (i) September __, unless otherwise 20__, the expiration of the twelve (12) month period beginning on the Grant Date, and (ii) the date of the Annual Meeting of Stockholders next following the Grant Date, provided expressly in a written agreement between that the Participant and Outside Director shall have continuously served as an Outside Director of the Company from the Grant Date through the date of such vesting.
(or a Subsidiary). For purposes b) One share of this Section 2(c), Common Stock shall be registered in the Participant name of the Outside Director with respect to each vested Restricted Stock Unit within thirty (30) days of the vesting date of the Restricted Stock Units.
(c) In the event that an Outside Director shall qualify for “Retirement” if cease to serve as an Outside Director prior to the earlier of (i) the Participant’s age expiration of the twelve (minimum 5512) plus years of service with month period beginning on the Company Grant Date, and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice date of the Participant’s retirement Annual Meeting of the Stockholders next following the Grant Date for any reason other than death or disability, all of the Restricted Stock Units shall be forfeited immediately upon such cessation of services. In the event that an Outside Director shall cease to serve on the Company at least 30 days prior Board but shall have been designated as a Director Emeritus, such Outside Director shall be deemed to the date continue in service as an Outside Director until termination of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For his or her Director Emeritus status for purposes of determining the age vesting and service requirement under Section 2(c)(i), payment of the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fractionUnits. In the event that an Outside Director shall cease to serve as an Outside Director prior to the earlier of (i) the expiration of the twelve (12) month period beginning on the Grant Date, and (ii) the numerator date of which is the number Annual Meeting of days from Stockholders next following the date of grant to by reason of death or (as determined by the date Board on the basis of all the facts and circumstances) disability, all of the Participant’s Retirement, and the denominator of which is 1,460.
(d) The Restricted Stock Units shall become fully immediately vested on upon such cessation of services and shares of Common Stock in respect of the earliest Restricted Stock Units shall be registered in the name of the Outside Director within thirty (i30) a Termination days of Employment by the Company (or a Subsidiarysuch vesting date as provided in Section 2(b) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
Appears in 1 contract
Vesting and Payment. Section 2.1 Vesting of Restricted Stock Units and Dividend Equivalents
(a) Except as set forth in Sections 2(cSubject to paragraphs (b), (c) and 2(d)(d) below and to Section 2.2 hereof, the Restricted Stock Units shall vest in cumulative installments as follows:
(i) Twenty percent (20%) of the Restricted Stock Units shall vest on the first anniversary of the Grant Date;
(ii) Twenty percent (20%) of the Restricted Stock Units shall vest on the second anniversary of the Grant Date;
(iii) Twenty percent (20%) of the Restricted Stock Units shall vest on the third anniversary of the Grant Date;
(iv) Twenty percent (20%) of the Restricted Stock Units shall vest on the fourth anniversary of the Grant Date Date; and
(v) Twenty percent (20%) of the “Scheduled Payment Date”); provided that Restricted Stock Units shall vest on the Participant has not had a Termination fifth anniversary of Employment at any time prior to the Scheduled Payment Grant Date.
(b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior Notwithstanding any provision to the vesting date and all vesting shall occur only on contrary in paragraph (a) above, after the vesting date; provided that no Termination first anniversary of Employment has occurred prior to such date.
(c) The the Grant Date the Restricted Stock Units shall vest on a pro-rated daily pro rata basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice each anniversary of the Participant’s retirement to the Company at least 30 days prior to Grant Date, such that on the date of such retirement, and any determination an additional number of Restricted Stock Units shall be vested (iii) no Termination of Employment has occurred prior rounded to the date nearest whole share) equal to the product of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying (A) the number of Restricted Stock Units set forth which would otherwise vest on the next anniversary of the Grant Date under Section 1 by paragraph (a) above, and (B) a fraction, fraction the numerator of which is shall be the number of days from which have elapsed since the date of grant to the date immediately preceding anniversary of the Participant’s Retirement, Grant Date and the denominator of which is 1,460shall be 365.
(c) Each additional Restricted Stock Unit which results from adjustments made pursuant to Section 1.1(b) hereof shall vest whenever the underlying Restricted Stock Unit to which such additional Restricted Stock Unit relates vests.
(d) The Each additional Restricted Stock Unit which results from deemed reinvestments of Dividend Equivalents pursuant to Section 1.1(c) hereof shall vest whenever the underlying Restricted Stock Unit to which such additional Restricted Stock Unit relates vests.
Section 2.2 Forfeiture of Unvested Restricted Stock Units and Dividend Equivalents
(a) Immediately upon the Executive’s “separation from service” from the Company and the Partnership (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”), the Executive shall become fully forfeit any and all Restricted Stock Units and Dividend Equivalents awards granted under this Agreement which have not vested or do not vest on or prior to the earliest of date on which the Executive’s Separation from Service occurs, and the Executive’s rights in any such Restricted Stock Units and Dividend Equivalents awards which are not so vested shall lapse and expire; provided, however, that no such forfeiture shall exist and all Restricted Stock Units and Dividend Equivalents awards granted under this Agreement shall vest in the event of:
(i) The Executive’s Separation from Service by reason of a Termination of Employment termination by the Company without “Cause” (as defined in the Employment Agreement) or a Subsidiary) without Cause occurring within due to the 2-year period following a Change of Control, Executive’s death or total and permanent disability; or
(ii) the Participant’s Disability and The occurrence of a Change in Control (iiias defined below).
(b) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of in Control” shall mean a Change the occurrence of Control as defined in any of the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.following events:
Appears in 1 contract
Samples: Time Based Restricted Stock Units Agreement (Maguire Properties Inc)
Vesting and Payment. (a) Except as set forth in Sections 2(c) and 2(d), the Restricted Stock Units shall vest on the fourth anniversary of the Grant Date (the “Scheduled Payment Date”); provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment Date.
(b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date.
(c) The Restricted Stock Units shall vest on a pro-rated basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary)Company. For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, 70 and (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days 12 months prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,4601460.
(d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary)Company. For purposes of this Agreement, a “Change of Control” shall mean the occurrence of a Section 409A Change of Control (as defined in the PlanSection 3). For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
Appears in 1 contract
Vesting and Payment. (a) Except as set forth in Sections 2(c) and 2(d)otherwise provided herein, the Restricted Participant shall vest in his or her rights under the Stock Units pursuant to the following schedule (each date upon which vesting under this Section 2(a) occurs being referred to herein as a “Vesting Date”): 1st Anniversary of Date of Grant 33 1/3% 2nd Anniversary of Date of Grant 33 1/3% 3rd Anniversary of Date of Grant 33 1/3% Notwithstanding the foregoing, vesting pursuant to the foregoing schedule shall occur on a Vesting Date only if Participant provides continuous services to the Corporation from the Date of Grant to such Vesting Date. The Corporation shall deliver to the Participant shares of Common Stock equal to the aggregate number of Stock Units that vested pursuant to this Section 2(a): (1) in installments within 30 days following the first June 30 following the third, fourth, and fifth anniversaries of the Date of Grant with each installment equal to 1/3 of the total number of shares of Common Stock payable, or, (2) if earlier, in a lump sum within 30 days of the Participant’s “Separation from Service” (as such term is defined under Code section 409A).
(b) Any unvested Stock Units shall vest upon the occurrence of a Change in Control Event. The Corporation shall deliver to the Participant shares of Common Stock equal to the aggregate number of Stock Units still outstanding in a lump sum on the fourth anniversary date of the Grant Date Change in Control Event. In accordance with the Administrator’s authority pursuant to Section 8.8.3(c) of the Plan, for purposes of this Agreement, the term “Change in Control Event” shall include only a transaction that would constitute a “change in ownership or effective control or in the ownership of a substantial portion of the assets” of the Corporation under Code section 409A.
(the “Scheduled Payment Date”); c) Except as provided that in Section 2(d) below, if the Participant has not had a Termination of Employment ceases to provide services to the Corporation at any time prior to the Scheduled Payment Date.
(b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods final Vesting Date and prior to the vesting date and a Change in Control Event, all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date.
(c) The Restricted unvested Stock Units shall vest be cancelled immediately on a pro-rated basis upon the date that the Participant’s Retirementservice is terminated, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years cease to have any right or entitlement to receive any shares of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date of Common Stock under such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted cancelled Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460Units.
(d) The Restricted Stock Units shall become fully vested on Notwithstanding any other provision of this Plan, in accordance with Section 5.9 of the earliest Plan, the Administrator may, in its discretion, waive the vesting requirements above in the event of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) Separation from Service on account of the Participant’s death; provided that no Termination , disability, or retirement (as determined by the Administrator). In the event the Administrator exercises its discretion pursuant to this Section 2(d) to waive the vesting requirements, the Corporation shall deliver to the Participant shares of Employment has occurred prior Common Stock equal to any such event, unless otherwise provided expressly the aggregate number of Stock Units still outstanding in a written agreement between lump sum within 30 days of the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the CompanyParticipant’s (or if applicable, Subsidiary’s) long term disability planSeparation from Service.
Appears in 1 contract
Samples: Restricted Stock Unit Grant Agreement (Red Robin Gourmet Burgers Inc)
Vesting and Payment. (a) Except as set forth in Sections 2(c) and 2(d), the The Restricted Stock Units shall vest in [_____] equal installments on each of the fourth anniversary first [_____] anniversar[y][ies] of the Grant Date (the “Scheduled Payment DateVesting Dates”); provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment applicable Vesting Date.
(b) Except as set forth in Section 2(c), there . There shall be no proportionate or partial vesting in the periods prior to the vesting date and each Vesting Date. Except as expressly provided in Sections 2(b), or 2(c) or 2(d), all vesting shall occur only unvested Restricted Units will be forfeited without compensation on the vesting date; provided Participant’s Termination for any reason.
(b) If the Participant incurs a Termination by the Company on account of the Participant’s Disability, 50% of the Restricted Units outstanding and unvested as of the effective date of such Termination shall vest on such Termination, which shall be a Vesting Date. Notwithstanding the foregoing, the Restricted Units that no Termination of Employment has occurred prior vested pursuant to this Section 2(b) (as well as any Dividend Equivalent Payments with respect to such dateRestricted Units arising following the Participant’s Termination) shall be immediately forfeited without compensation if: (i) the Participant does not execute a separation and release agreement in a form provided by the Company (a “Separation Agreement”) within 10 business days following the Participant’s Termination date (or such other consideration period permitted by the Separation Agreement) or (ii) the Participant revokes, or purports to revoke, such Separation Agreement.
(c) The If the Participant incurs a Termination by the Company on account of the Participant’s death, 50% of the Restricted Stock Units outstanding and unvested as of the effective date of such Termination shall vest on a pro-rated basis upon such Termination. The remaining outstanding and unvested Restricted Units shall remain outstanding for 30 days following the Participant’s RetirementTermination date, unless otherwise provided expressly and during such time the Committee may, in its sole discretion, determine to accelerate the vesting or all or a written agreement between portion of such Restricted Units. If the Participant Committee does not accelerate the vesting of any such outstanding and unvested Restricted Units, then such Restricted Units (as well as any Dividend Equivalent Payments with respect to such Restricted Units arising following the Participant’s Termination) shall be immediately forfeited without compensation as of the 30-day anniversary of the Participant’s Termination date. The date on which any Restricted Unit becomes vested pursuant to this Section 2(c) shall be the Vesting Date for such Restricted Unit.
(d) If at a time when the Participant’s corporate title with an operating Affiliate or administrative subsidiary of the Company (as determined by the Company) is a “Partner” and the Participant incurs a Termination by the Company without Cause, any Restricted Units that are outstanding and unvested as of such Termination and that are scheduled to vest on or prior to the twelve (12) month anniversary of such Termination shall vest on such Termination, which shall be a Subsidiary)Vesting Date. For purposes of Notwithstanding the foregoing, the Restricted Units that vested pursuant to this Section 2(c), ) (as well as any Dividend Equivalent Payments with respect to such Restricted Units arising following the Participant Participant’s Termination) shall qualify for “Retirement” if be immediately forfeited without compensation if: (i) the Participant does not execute a Separation Agreement within 10 business days following the Participant’s age Termination date (minimum 55or such other consideration period permitted by the Separation Agreement) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement revokes, or purports to the Company at least 30 days prior to the date of revoke, such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460Separation Agreement.
(de) The Company shall, on or within 60 days following a Vesting Date (but in all events prior to March 15th of the calendar year following the calendar year in which the applicable Vesting Date occurs) with respect to any Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company Unit, deliver (or a Subsidiarycause to be delivered) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant one Common Share with respect to each vested and the Company (or a Subsidiary). For purposes outstanding Restricted Unit, as settlement of this Agreement, a “Change of Control” such Restricted Unit and each such Restricted Unit shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability planthereafter be cancelled.
Appears in 1 contract
Vesting and Payment. (a) Except The Grantee’s rights to any RSU granted under this Agreement shall become fully vested and nonforfeitable at the rate of [thirty-three and one-third percent (33 1/3%) per year] during which Grantee serves as set forth in Sections 2(c) and 2(d)an employee of the Company, its Subsidiaries or its Affiliates except as described below. [February 15]shall be the Restricted Stock Units anniversary date for purposes of this Agreement so that the first [33 1/3%] of RSUs shall vest on [February 15, 20 ]. Except as provided in this Agreement, if the fourth anniversary of the Grant Date (the “Scheduled Payment Date”); provided that the Participant has not had a Termination of Employment at Grantee’s employment is terminated for any time reason prior to the Scheduled Payment Datedate on which the RSUs become vested and nonforfeitable, the Grantee shall automatically and immediately forfeit any such unvested RSUs.
(b) Except Notwithstanding the foregoing, if the Grantee either dies or becomes totally and permanently disabled (within the meaning of Section 409A of the Internal Revenue Code of 1986, as set forth in Section 2(c)amended) while employed by the Company, there a Subsidiary or any Affiliate, the Grantee’s rights hereunder shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only automatically become fully vested on the vesting date; provided that no Termination of Employment has occurred prior to such datedate he or she dies or becomes permanently disabled.
(c) The Restricted Stock Units Subject to Section 2(d), if and to the extent earned, one Share shall vest on a pro-rated basis upon be paid in satisfaction of each vested RSU as soon as practicable following vesting, but in no event later than 21/2 months following the Participant’s Retirement, unless otherwise provided expressly end of the calendar year in a written agreement between the Participant which vesting has occurred and the Company (or RSU is no longer subject to a Subsidiary). For purposes substantial risk of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460forfeiture.
(d) The Restricted Stock Units shall become fully vested on If permitted by the earliest of (i) a Termination of Employment Company, Grantee may elect, in accordance with written plans or procedures adopted by the Company from time to time, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to Grantee hereunder pursuant to Section 2 (“Deferred Shares”), or result from dividend payments thereon as provided in Section 3. Any Deferred Shares shall be credited to a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participantbookkeeping account established on Grantee’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier behalf under the Company’s (or if applicable, Subsidiary’s) long term disability planwritten plans and/or procedures then in effect with respect to such Shares.
Appears in 1 contract
Samples: Restricted Share Unit Agreement (Carey W P & Co LLC)
Vesting and Payment. (a) Except as set forth in Sections 2(c) and 2(d), the [The Restricted Stock Units shall vest in three equal installments on the third, fourth and fifth anniversary of the Grant Date (the “Scheduled Payment Vesting Dates”); provided that the Participant has not had a Termination prior to such Vesting Date. There shall be no proportionate or partial vesting in the periods prior to each Vesting Date. Except as expressly provided in Section 2(b), all unvested Restricted Units will be forfeited without compensation on the Participant’s Termination for any reason.] [All of the Restricted Units shall vest on the fifth anniversary of the Grant Date (the “Vesting Date”); provided that the Participant has not had a Termination of Employment at for any time reason prior to the Scheduled Payment such Vesting Date.
(b) Except as set forth in Section 2(c), there . There shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only Vesting Date. All unvested Restricted Units will be forfeited without compensation on the vesting date; provided that no Participant’s Termination for any reason.]
(b) [If the Participant incurs a Termination by the Partnership without Cause or on account of Employment has occurred Participant’s death or Disability, (i) after the first anniversary of the Grant Date and prior to the second anniversary of the Grant Date, 11% of the Restricted Units shall vest on such dateTermination, which shall be a Vesting Date, or (ii) on or after the second anniversary of the Grant Date and prior to the third anniversary of the Grant Date, 22% of the Restricted Units shall vest on such Termination, which shall be a Vesting Date.]
(c) The Restricted Stock Units shall vest Partnership shall, on a pro-rated basis upon the Participant’s Retirementor within 30 days following [a] [the] Vesting Date, unless otherwise provided expressly in a written agreement between deliver (or cause to be delivered) to the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c)one Common Share with respect to each vested Restricted Unit, the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date as settlement of such retirement, Restricted Unit and (iii) no Termination of Employment has occurred prior to the date of each such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service Restricted Unit shall thereafter be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460cancelled.
(d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
Appears in 1 contract
Vesting and Payment. (a) Except as set forth in Sections 2(c) and 2(d), the [The Restricted Stock Units shall vest in three equal installments on the third, fourth and fifth anniversary of the Grant Date (the “Scheduled Payment Vesting Dates”); provided that the Participant has not had a Termination prior to such Vesting Date. There shall be no proportionate or partial vesting in the periods prior to each Vesting Date. Except as expressly provided in Section 2(b), all unvested Restricted Units will be forfeited without compensation on the Participant’s Termination for any reason.] [All of the Restricted Units shall vest on the fifth anniversary of the Grant Date (the “Vesting Date”); provided that the Participant has not had a Termination of Employment at for any time reason prior to the Scheduled Payment such Vesting Date.
(b) Except as set forth in Section 2(c), there . There shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only Vesting Date. All unvested Restricted Units will be forfeited without compensation on the vesting date; provided that no Participant’s Termination for any reason.]
(b) [If the Participant incurs a Termination by the Partnership without Cause or on account of Employment has occurred Participant’s death or Disability, (i) after the first anniversary of the Grant Date and prior to the second anniversary of the Grant Date, 11% of the Restricted Units shall vest on such dateTermination, which shall be a Vesting Date, or (ii) on or after the second anniversary of the Grant Date and prior to the third anniversary of the Grant Date, 22% of the Restricted Units shall vest on such Termination, which shall be a Vesting Date.]
(c) The Restricted Stock Units shall vest Partnership shall, on a pro-rated basis upon the Participant’s Retirementor within 30 days following [a] [the] Vesting Date, unless otherwise provided expressly in a written agreement between deliver (or cause to be delivered) to the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c)one Common Unit with respect to each vested Restricted Unit, the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date as settlement of such retirement, Restricted Unit and (iii) no Termination of Employment has occurred prior to the date of each such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service Restricted Unit shall thereafter be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460cancelled.
(d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
Appears in 1 contract
Vesting and Payment. (a) Except as set forth in Sections 2(c) and 2(d), the Restricted Stock Units shall vest on the fourth anniversary of the Grant Date (the “Scheduled Payment Date”); provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment Date.
(b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date.
(c) The Restricted Stock Units shall vest on a pro-rated basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary)Company. For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, 70 and (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days 12 months prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,4601095.
(d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary)Company. For purposes of this Agreement, a “Change of Control” shall mean the occurrence of a Section 409A Change of Control (as defined in the PlanSection 3). For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
Appears in 1 contract
Vesting and Payment. (a) Except as set forth in Sections 2(c) and 2(d), the Restricted Stock Units shall vest on the fourth anniversary of the Grant Date (the “Scheduled Payment Date”); provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment Date.
(b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date.
(c) The Restricted Stock Units shall vest on a pro-rated basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant Grant Date to the date of the Participant’s Retirement, and the denominator of which is 1,460the number of days from the Grant Date to the Scheduled Payment Date.
(d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, “Cause” shall have the meaning set forth in Section 7(b) of the Plan, but shall also include any breach by the Participant of any agreement with the Company or any of its Subsidiaries. For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
Appears in 1 contract
Vesting and Payment. (a) Except as <<Number of awards granted>> Restricted Stock Units shall be subject to time-based vesting (the “Time-Based RSUs”) in accordance with the schedule set forth at the appendix to this Agreement (the “Appendix”), subject to the Plan and provided that, in Sections 2(caccordance with Section 3, the Participant has not incurred a Termination any time prior to any vesting date (“Vesting Date”) and 2(d)applicable to the Time-Based RSUs.
(b) Notwithstanding anything herein to the contrary, the Restricted Stock Units shall vest become vested at such earlier times, if any, as provided in the Plan, any written equity award side letter between the Company and the Participant, or Participant Agreement that is in effect on the fourth anniversary of the Grant Date (the “Scheduled Payment Date”); provided and that the Participant has not had a Termination of Employment at any time prior is applicable to the Scheduled Payment Date.
(b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such dateRestricted Stock Units granted herein.
(c) The Upon the vesting of each Restricted Stock Units shall vest on a pro-rated basis upon Unit (but no later than 60 days following the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(cVesting Date), the Participant shall qualify for “Retirement” if (i) receive one share of Stock. Notwithstanding anything in this Agreement to the Participant’s age (minimum 55) plus years of service with contrary, the Company and may, in its Subsidiaries equal sole discretion, settle all or exceed 70, (ii) the Participant has provided written notice a portion of the Participant’s retirement Restricted Stock Units in an amount in cash equal to the Company at least 30 days prior to the date of such retirement, and (iiix) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 subject to vesting multiplied by (y) the closing price of the Stock on such Vesting Date on the principal national securities exchange on which the Stock is traded (or, if such Vesting Date is not a fractiontrading date, the numerator immediately preceding trading date). Alternatively, the Company may, in its sole discretion, settle all or a portion of the Restricted Stock Units in the form of Shares but require an immediate sale of such Shares (in which is case, this Agreement shall give the number of days from Company the date of grant authority to the date of issue sales instructions on the Participant’s Retirement, and the denominator of which is 1,460behalf).
(d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
Appears in 1 contract
Samples: Global Restricted Stock Unit Agreement (Take Two Interactive Software Inc)
Vesting and Payment. (a) Except as set forth in Sections 2(c) and 2(d), the The Restricted Stock Units shall vest in [ ] equal installments on the fourth anniversary [ ] anniversary[y] [ies] of the Grant Date (the “Scheduled Payment DateVesting Dates”); provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment applicable Vesting Date.
(b) Except as set forth in Section 2(c), there . There shall be no proportionate or partial vesting in the periods prior to the vesting date and each Vesting Date. Except as expressly provided in Sections 2(b) or 2(c), all vesting shall occur only unvested Restricted Units will be forfeited without compensation on the vesting date; provided that no Participant’s Termination for any reason.
(b) If the Participant incurs a Termination by the Company on account of Employment has occurred prior to the Participant’s death or Disability, 50% of the Restricted Units outstanding and unvested as of the effective date of such dateTermination shall vest on such Termination, which shall be a Vesting Date.
(c) The If, at a time when the Participant’s corporate title with an operating Affiliate or administrative subsidiary of the Company (as determined by the Company) is “Partner”, the Participant incurs a Termination by the Company without Cause, any Restricted Stock Units that are outstanding and unvested as of such Termination and that are scheduled to vest on or prior to the twelve (12) month anniversary of such Termination shall vest on such Termination, which shall be a pro-rated basis upon Vesting Date. Notwithstanding the foregoing, the Restricted Units that vested pursuant to this Section 2(c) (as well as any Dividend Equivalent Payments with respect to such Restricted Units arising following the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c), the Participant Termination) shall qualify for “Retirement” if be immediately forfeited without compensation if: (i) the Participant does not execute a separation and release agreement in a form provided by the Company (a “Separation Agreement”) within ten (10) business days following the effective date of the Participant’s age Termination (minimum 55or such other consideration period permitted by the Separation Agreement) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement revokes, or purports to the Company at least 30 days prior to the date of revoke, such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460Separation Agreement.
(d) The Restricted Stock Units shall become fully vested Company shall, on the earliest of or within sixty (i60) days following a Termination of Employment by the Company Vesting Date, deliver (or cause to be delivered) to the Participant one Common Share with respect to each vested Restricted Unit, as settlement of such Restricted Unit and each such Restricted Unit shall thereafter be cancelled. If a Subsidiary) without Cause occurring Vesting Date falls within the 2-year maximum period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between during which the Participant and the Company (or a Subsidiary). For purposes of this Agreementmay consider and, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability planrevoke a Separation Agreement and such period spans two calendar years, then settlement of such Restricted Unit shall not occur until the second calendar year.
Appears in 1 contract
Vesting and Payment. Section 2.1 Vesting of Restricted Stock Units and Dividend Equivalents
(a) Except as set forth in Sections 2(cSubject to paragraphs (b), (c) and 2(d)(d) below and to Section 2.2 hereof, fifty percent (50%) of the Restricted Stock Units shall vest on the fourth first anniversary of the Grant Date and the remaining fifty percent (50%) of the “Scheduled Payment Date”); provided that Restricted Stock Units shall vest on the Participant has not had a Termination second anniversary of Employment at any time prior to the Scheduled Payment Grant Date.
(b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior Notwithstanding any provision to the vesting date and all vesting shall occur only on contrary in paragraph (a) above, after the vesting date; provided that no Termination first anniversary of Employment has occurred prior to such date.
(c) The the Grant Date the Restricted Stock Units shall vest on a pro-rated daily pro rata basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice each anniversary of the Participant’s retirement to the Company at least 30 days prior to Grant Date, such that on the date of such retirement, and any determination an additional number of Restricted Stock Units shall be vested (iii) no Termination of Employment has occurred prior rounded to the date nearest whole share) equal to the product of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying (A) the number of Restricted Stock Units set forth which would otherwise vest on the next anniversary of the Grant Date under Section 1 by paragraph (a) above, and (B) a fraction, fraction the numerator of which is shall be the number of days from which have elapsed since the date of grant to the date immediately preceding anniversary of the Participant’s Retirement, Grant Date and the denominator of which is 1,460shall be 365.
(c) Each additional Restricted Stock Unit which results from adjustments made pursuant to Section 1.1(b) hereof shall vest whenever the underlying Restricted Stock Unit to which such additional Restricted Stock Unit relates vests.
(d) The Each additional Restricted Stock Unit which results from deemed reinvestments of Dividend Equivalents pursuant to Section 1.1(c) hereof shall vest whenever the underlying Restricted Stock Unit to which such additional Restricted Stock Unit relates vests.
Section 2.2 Forfeiture of Unvested Restricted Stock Units and Dividend Equivalents
(a) Immediately upon the Employee’s “separation from service” from the Company and the Partnership (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”), the Employee shall become fully forfeit any and all Restricted Stock Units and Dividend Equivalents awards granted under this Agreement which have not vested or do not vest on or prior to the earliest of date on which the Employee’s Separation from Service occurs, and the Employee’s rights in any such Restricted Stock Units and Dividend Equivalents awards which are not so vested shall lapse and expire; provided, however, that no such forfeiture shall exist and all Restricted Stock Units and Dividend Equivalents awards granted under this Agreement shall vest in the event of:
(i) The Employee’s Separation from Service by reason of a Termination of Employment termination by the Company without “Cause” (as defined in the employment agreements of the Company’s senior executive officers) or a Subsidiary) without Cause occurring within due to the 2-year period following a Change of Control, Employee’s death or total and permanent disability; or
(ii) the Participant’s Disability and The occurrence of a Change in Control (iiias defined below).
(b) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of in Control” shall mean a Change the occurrence of Control as defined in any of the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.following events:
Appears in 1 contract
Samples: Restricted Stock Units Agreement (MPG Office Trust, Inc.)
Vesting and Payment. (a) Except as set forth provided in Sections Section 2(c) and 2(d)of this Agreement, 25% of the Restricted Award of Stock Units shall vest on a date that is thirteen months after the fourth Grant Date (“Initial Vesting Date”) and an additional 25% of such Award of Stock Units shall vest on each succeeding anniversary of the Grant Date (the “Scheduled Payment Date”); , provided that the Participant has not had a Termination is continuously employed by the Company or any of Employment at its Affiliates (including any time prior to period during which the Scheduled Payment DateParticipant is on leave of absence or any other break in employment in accordance with the Company’s policies and procedures) on each applicable vesting date.
(b) Except as set forth provided in Section 2(c)) and Section 2A.4 of this Agreement, there a share of Common Stock shall be no proportionate or partial vesting in the periods prior distributed with respect to the vesting date and all vesting shall occur only each vested Stock Unit on the applicable vesting date; provided that no Termination of Employment has occurred prior to such date.
(c) The Restricted Stock Units shall vest on Upon a pro-rated basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between Termination of Employment or Termination of Consultancy (as applicable) by the Participant for Good Reason (which termination complies with the Guidelines’ notice, remedial period and timing of termination for Good Reason provisions), by the Company (without Cause or as a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice result of the Participant’s retirement death or Disability, all outstanding unvested Stock Units shall immediately vest and a share of Common Stock with respect to each Stock Unit shall be distributed within ninety (90) days following such termination; provided, however, that, if a Participant has made a deferral election with respect to such Award, the foregoing accelerated vesting and payment provisions shall not apply to the Company at least 30 days prior Award if the Participant’s Termination of Employment or Termination of Consultancy (as applicable) under the circumstances described herein occurs on or before the Initial Vesting Date; provided, further, however, that, the foregoing accelerated vesting and payment provisions shall apply to any unvested Stock Units covered by such Award if the Participant’s Termination of Employment or Termination of Consultancy (as applicable) under the circumstances described herein occurs after the Initial Vesting Date. Upon a Termination of Employment or Termination of Consultancy (as applicable) by reason of a Participant’s Retirement after the Initial Vesting Date of an Award, for a period of three years from the date of such retirement, and (iii) no Termination of Employment has occurred or Termination of Consultancy, unvested Stock Units will continue to vest and shares of Common Stock with respect to such Stock Units shall be distributed on the applicable vesting dates in accordance with the vesting schedule that would have been in effect but for the Termination of Employment or Termination of Consultancy; provided, however, that the foregoing provisions shall not apply if the Termination of Employment or Termination of Consultancy shall occur prior to the date Initial Vesting Date of such retirementthe Award. For purposes Notwithstanding the foregoing, to the extent required by Section 409A of determining the age Code and service requirement under the Treasury Regulations upon a Termination of Employment or Termination of Consultancy (other than as a result of death) of a Specified Employee, distributions determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 2(c)(i), 409A of the Participant’s age and years of service Code shall be determined by delayed until six months after such Termination of Employment or Termination of Consultancy if such termination constitutes a “separation from service” (within the Participant’s most recent birthday meaning of Section 409A(a)(2)(A)(i) of the Code and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis the Treasury regulations issued thereunder) and such distribution shall be calculated by multiplying made at the number beginning of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from seventh month following the date of grant to the Specified Employee’s Termination of Employment or Termination of Consultancy.
(d) Except as otherwise provided in Section 2(c) of this Agreement, Stock Units that are not vested as of the date of the Participant’s RetirementTermination of Employment or Termination of Consultancy for any reason shall terminate and be forfeited in their entirety as of the date of such termination. Stock Units that are vested as of the date of the Participant’s Termination of Employment or Termination of Consultancy, and as applicable, shall be distributed to the denominator Participant as of which is 1,460the date of such termination.
(de) The Restricted Stock Units Notwithstanding anything in these guidelines to the contrary, no distribution shall become fully vested on the earliest be made upon a Participant’s Termination of (i) Employment or a Termination of Employment by the Company (or Consultancy unless such termination constitutes a Subsidiary) without Cause occurring “separation from service” within the 2-year period following a Change meaning of Control, (iiSection 409A(a)(2)(A)(i) of the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant Code and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability planTreasury regulations issued thereunder.
Appears in 1 contract
Vesting and Payment. Section 2.1 Vesting of Restricted Stock Units and Dividend Equivalents
(a) Except as set forth in Sections 2(cSubject to paragraphs (b), (c) and 2(d)(d) below and to Section 2.2 hereof, the Restricted Stock Units shall vest in cumulative installments as follows:
(i) One-third of the Restricted Stock Units shall vest on the fourth first anniversary of the Grant Date Date;
(ii) One-third of the “Scheduled Payment Restricted Stock Units shall vest on the second anniversary of the Grant Date”); provided that and
(iii) One-third of the Participant has not had a Termination Restricted Stock Units shall vest on the third anniversary of Employment at any time prior to the Scheduled Payment Grant Date.
(b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior Notwithstanding any provision to the vesting date and all vesting shall occur only on contrary in paragraph (a) above, after the vesting date; provided that no Termination first anniversary of Employment has occurred prior to such date.
(c) The the Grant Date the Restricted Stock Units shall vest on a pro-rated daily pro rata basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice each anniversary of the Participant’s retirement to the Company at least 30 days prior to Grant Date, such that on the date of such retirement, and any determination an additional number of Restricted Stock Units shall be vested (iii) no Termination of Employment has occurred prior rounded to the date nearest whole share) equal to the product of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying (A) the number of Restricted Stock Units set forth which would otherwise vest on the next anniversary of the Grant Date under Section 1 by paragraph (a) above, and (B) a fraction, fraction the numerator of which is shall be the number of days from which have elapsed since the date of grant to the date immediately preceding anniversary of the Participant’s Retirement, Grant Date and the denominator of which is 1,460shall be 365.
(c) Each additional Restricted Stock Unit which results from adjustments made pursuant to Section 1.1(b) hereof shall vest whenever the underlying Restricted Stock Unit to which such additional Restricted Stock Unit relates vests.
(d) The Each additional Restricted Stock Unit which results from deemed reinvestments of Dividend Equivalents pursuant to Section 1.1(c) hereof shall vest whenever the underlying Restricted Stock Unit to which such additional Restricted Stock Unit relates vests.
Section 2.2 Forfeiture of Unvested Restricted Stock Units and Dividend Equivalents
(a) Immediately upon the Employee’s “separation from service” from the Company and the Partnership (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”), the Employee shall become fully forfeit any and all Restricted Stock Units and Dividend Equivalents awards granted under this Agreement which have not vested or do not vest on or prior to the earliest of date on which the Employee’s Separation from Service occurs, and the Employee’s rights in any such Restricted Stock Units and Dividend Equivalents awards which are not so vested shall lapse and expire; provided, however, that no such forfeiture shall exist and all Restricted Stock Units and Dividend Equivalents awards granted under this Agreement shall vest in the event of:
(i) The Employee’s Separation from Service by reason of a Termination of Employment termination by the Company without “Cause” (as defined in the employment agreements of the Company’s senior executive officers) or a Subsidiary) without Cause occurring within due to the 2-year period following a Change of Control, Employee’s death or total and permanent disability; or
(ii) the Participant’s Disability and The occurrence of a Change in Control (iiias defined below).
(b) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of in Control” shall mean a Change the occurrence of Control as defined in any of the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.following events:
Appears in 1 contract
Samples: Restricted Stock Units Agreement (MPG Office Trust, Inc.)
Vesting and Payment. (a) Except as set forth provided in Sections Section 2(c) and 2(d)of this Agreement, 25% of the Restricted Award of Stock Units shall vest on a date that is thirteen months after the fourth Grant Date (“Initial Vesting Date”) and an additional 25% of such Award of Stock Units shall vest on each succeeding anniversary of the Grant Date (the “Scheduled Payment Date”); , provided that the Participant has not had a Termination is continuously employed by the Company or any of Employment at its Affiliates (including any time prior to period during which the Scheduled Payment DateParticipant is on leave of absence or any other break in employment in accordance with the Company’s policies and procedures) on each applicable vesting date.
(b) Except as set forth provided in Section 2(c)) and Section 2A.4 of this Agreement, there a share of Common Stock shall be no proportionate or partial vesting in the periods prior distributed with respect to the vesting date and all vesting shall occur only each vested Stock Unit on the applicable vesting date; provided that no Termination of Employment has occurred prior to such date.
(c) The Restricted Upon a Termination of Employment or Termination of Consultancy (as applicable) as a result of the Participant’s death or Disability, all outstanding unvested Stock Units shall immediately vest and a share of Common Stock with respect to each Stock Unit shall be distributed within ninety (90) days following such termination; provided, however, that, if a Participant has made a deferral election with respect to such Award, the foregoing accelerated vesting and payment provisions shall not apply to the Award if the Participant’s Termination of Employment or Termination of Consultancy (as applicable) under the circumstances described herein occurs on or before the Initial Vesting Date; provided, further, however, that the foregoing accelerated vesting and payment provisions shall apply to any unvested Stock Units covered by such Award if the Participant’s Termination of Employment or Termination of Consultancy (as applicable) under the circumstances described herein occurs after the Initial Vesting Date. Upon a pro-rated basis upon the Termination of Employment by reason of a Participant’s Retirement, unless otherwise provided expressly in for a written agreement between the Participant and the Company (or a Subsidiary). For purposes period of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus three years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to from the date of such retirementTermination of Employment, unvested Stock Units will continue to vest and (iii) no shares of Common Stock with respect to such Stock Units shall be distributed on the applicable vesting dates in accordance with the vesting schedule that would have been in effect but for the Termination of Employment; provided, however, that if a Participant has made a deferral election with respect to such Award, the foregoing provisions shall not apply to the Award if the Participant’s Termination of Employment has occurred prior under the circumstances described herein occurs on or before the Initial Vesting Date; provided, further, however, that the foregoing provisions shall apply to any unvested Stock Units covered by such Award if the Participant’s Termination of Employment under the circumstances described herein occurs after the Initial Vesting Date. Notwithstanding the foregoing, to the extent required by Section 409A of the Code and the Treasury Regulations upon a Termination of Employment or Termination of Consultancy (other than as a result of death) of a Specified Employee, distributions determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code shall be delayed until six months after such Termination of Employment or Termination of Consultancy if such termination constitutes a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Treasury regulations issued thereunder) and such distribution shall be made at the beginning of the seventh month following the date of such retirement. For purposes the Specified Employee’s Termination of determining the age and service requirement under Employment or Termination of Consultancy.
(d) Except as otherwise provided in Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes 2(c) of this Section 2(c)Agreement, vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator that are not vested as of which is the number of days from the date of grant to the date of the Participant’s RetirementTermination of Employment or Termination of Consultancy for any reason shall terminate and be forfeited in their entirety as of the date of such termination. Stock Units that are vested as of the date of the Participant’s Termination of Employment or Termination of Consultancy, and as applicable, shall be distributed to the denominator Participant as of which is 1,460the date of such termination.
(de) The Restricted Stock Units Notwithstanding anything in these guidelines to the contrary, no distribution shall become fully vested on the earliest be made upon a Participant’s Termination of (i) Employment or a Termination of Employment by the Company (or Consultancy unless such termination constitutes a Subsidiary) without Cause occurring “separation from service” within the 2-year period following a Change meaning of Control, (iiSection 409A(a)(2)(A)(i) of the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant Code and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability planTreasury regulations issued thereunder.
Appears in 1 contract
Vesting and Payment. (a) Except The Grantee’s rights to any RSU granted under this Agreement shall become fully vested and nonforfeitable at the rate of [thirty-three and one-third percent (33 1/3%) per year] during which Grantee serves as set forth in Sections 2(c) and 2(d)an employee of the Company, its Subsidiaries or its Affiliates except as described below. [February 15] shall be the Restricted Stock Units anniversary date for purposes of this Agreement so that the first [33 1/3%] of RSUs shall vest on [February 15, ]. Except as provided in this Agreement, if the fourth anniversary of the Grant Date (the “Scheduled Payment Date”); provided that the Participant has not had a Termination of Employment at Grantee’s employment is terminated for any time reason prior to the Scheduled Payment Datedate on which the RSUs become vested and nonforfeitable, the Grantee shall automatically and immediately forfeit any such unvested RSUs.
(b) Except Notwithstanding the foregoing, if the Grantee either dies or becomes totally and permanently disabled (within the meaning of Section 409A of the Internal Revenue Code of 1986, as set forth in Section 2(c)amended) while employed by the Company, there a Subsidiary or any Affiliate, the Grantee’s rights hereunder shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only automatically become fully vested on the vesting date; provided that no Termination of Employment has occurred prior to such datedate he or she dies or becomes permanently disabled.
(c) The Restricted Stock Units Subject to Section 2(d), if and to the extent earned, one Share shall vest on a pro-rated basis upon be paid in satisfaction of each vested RSU as soon as practicable following vesting, but in no event later than 2½ months following the Participant’s Retirement, unless otherwise provided expressly end of the calendar year in a written agreement between the Participant which vesting has occurred and the Company (or RSU is no longer subject to a Subsidiary). For purposes substantial risk of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460forfeiture.
(d) The Restricted Stock Units shall become fully vested on If permitted by the earliest of (i) a Termination of Employment Company, Grantee may elect, in accordance with written plans or procedures adopted by the Company from time to time, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to Grantee hereunder pursuant to Section 2 (“Deferred Shares”), or result from dividend payments thereon as provided in Section 3. Any Deferred Shares shall be credited to a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participantbookkeeping account established on Grantee’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier behalf under the Company’s (or if applicable, Subsidiary’s) long term disability planwritten plans and/or procedures then in effect with respect to such Shares.
Appears in 1 contract
Vesting and Payment. (a) 2.1 Except as set forth provided in Sections 2(c) and 2(d)Section 2.3, the Restricted Stock Units Award shall vest on the fourth anniversary following date(s):
2.2 The Grantee shall be entitled to payment in respect of each RSU covered by the Award upon the vesting of such RSU. Subject to the provisions of the Plan, such payment shall be made through the issuance to the Grantee, as promptly as practicable following the applicable vesting date (or to the executors or administrators of Grantee’s estate, as promptly as practicable after the Company’s receipt of notification of Grantee’s death, as the case may be), of a stock certificate for a number of Shares equal to the number of such vested RSUs, less any Shares withheld to satisfy withholding obligations in accordance with Section 5 below.
2.3 Except as otherwise determined by the Committee at or after the grant of the Award hereunder, Grantee shall forfeit all unpaid RSUs granted hereunder, and all rights of the Grantee to the Shares payable with respect to such RSUs shall terminate, without further obligation on the part of the Company, unless the Grantee remains in the continuous employment (or other service-providing capacity) of the Company or its Subsidiaries for the entire period beginning on the Grant Date (and ending on the “Scheduled Payment Date”); vest date applicable to such RSUs as provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment Date.
(b) Except as set forth in Section 2(c)2.1. “Continuous employment” will be deemed to end on the date on which notice of termination is received by the Grantee (or such later date as specified in such notice by the Company) or notice of resignation is given by the Grantee. Notwithstanding the foregoing, there the Award shall automatically vest as to all RSUs awarded hereunder (as to which such RSUs have not previously vested) upon the occurrence of termination of the Grantee’s employment from the Company, a Subsidiary or Affiliate which results from Grantee’s death or Disability (to be no proportionate or partial vesting determined in the periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date.
(c) The Restricted Stock Units shall vest on a pro-rated basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice sole discretion of the Participant’s retirement to the Company at least 30 days prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(iCommittee), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460.
(d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
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Vesting and Payment. (a) Except The Grantee’s rights to any RSU granted under this Agreement shall become fully vested and nonforfeitable at the rate of thirty-three and one-third percent (33 ⅓%) per year during which Grantee serves as set forth in Sections 2(c) and 2(d)an employee of the Company, its Subsidiaries or its Affiliates except as described below. February 15 shall be the Restricted Stock Units anniversary date for purposes of this Agreement so that the first 33 ⅓% of RSUs shall vest on the fourth anniversary February 15th of the Grant Date (year following the “Scheduled Payment Date”); grant date provided that the Participant has not had a Termination grant date is on or prior to February 15th. If the grant date is after February 15th, the first third will vest on the February 15th of Employment at the second year following the grant date. Except as provided in this Agreement, if the Grantee’s employment or service is terminated for any time reason prior to the Scheduled Payment Datedate on which the RSUs become vested and nonforfeitable, the Grantee shall automatically and immediately forfeit any such unvested RSUs.
(b) Except Notwithstanding the foregoing, if the Grantee either dies or becomes totally and permanently disabled (within the meaning of Section 409A of the Internal Revenue Code of 1986, as set forth in Section 2(c), there shall be no proportionate amended) while employed by or partial vesting in the periods prior to service of the vesting date and all vesting Company, a Subsidiary or any Affiliate, the Grantee’s rights hereunder shall occur only automatically become fully vested on the vesting date; provided that no Termination of Employment has occurred prior to such datedate he or she dies or becomes permanently disabled.
(c) The Restricted Stock Units Subject to Section 2(d), if and to the extent earned, one Share shall vest on a pro-rated basis upon be paid in satisfaction of each vested RSU as soon as practicable following vesting, but in no event later than 2½ months following the Participant’s Retirement, unless otherwise provided expressly end of the calendar year in a written agreement between the Participant which vesting has occurred and the Company (or RSU is no longer subject to a Subsidiary). For purposes substantial risk of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460forfeiture.
(d) The Restricted Stock Units shall become fully vested on If permitted by the earliest of (i) a Termination of Employment Company, Grantee may elect, in accordance with written plans or procedures adopted by the Company from time to time, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to Grantee hereunder pursuant to Section 2 (“Deferred Shares”), or result from dividend payments thereon as provided in Section 3. Any Deferred Shares shall be credited to a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participantbookkeeping account established on Grantee’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier behalf under the Company’s (or if applicable, Subsidiary’s) long term disability planwritten plans and/or procedures then in effect with respect to such Shares.
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Vesting and Payment. (a) Except as set forth in Sections 2(c) and 2(d), the The Restricted Stock Units shall vest in [_____] equal installments on the fourth anniversary each of the Grant Date [_____] (the “Scheduled Payment DateVesting Dates”); provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment applicable Vesting Date.
(b) Except as set forth in Section 2(c), there . There shall be no proportionate or partial vesting in the periods prior to each Vesting Date. Except as expressly provided in Section 2(b), all unvested Restricted Units will be forfeited without compensation on the Participant’s Termination for any reason.
(b) Upon an Acceleration Event (as defined below), subject to the Participant (or the Participant’s estate, if applicable) executing and not revoking a separation and release agreement with the Company (or its designated affiliate) in the standard form then in effect (a “Release”) within 30 days following such Acceleration Event, 100% (or, if such Acceleration Event was triggered by the Participant’s death or Disability (as defined below), then 50%) of the Restricted Units that are outstanding and unvested as of such Acceleration Event shall vest immediately upon such Acceleration Event. If the Participant incurs a Termination by the Company on account of the Participant’s death, any remaining outstanding and unvested Restricted Units shall remain outstanding for 30 days following the Participant’s Termination date, and during such time the Committee may, in its sole discretion, determine to accelerate the vesting date and of all vesting shall occur only on or a portion of such Restricted Units. If the Committee does not accelerate the vesting date; provided that no Termination of Employment has occurred prior any such outstanding and unvested Restricted Units, then such Restricted Units (as well as any Dividend Equivalent Payments with respect to such Restricted Units arising following the Participant’s Termination) shall be immediately forfeited without compensation as of the 30-day anniversary of the Participant’s Termination date. The date on which any Restricted Unit becomes vested pursuant to this Section 2(b) shall be the Vesting Date for such Restricted Unit.
(c) The Company shall, on or within 60 days following a Vesting Date (but in all events prior to March 15th of the calendar year following the calendar year in which the applicable Vesting Date occurs) with respect to any Restricted Stock Units shall vest on a pro-rated basis upon the Participant’s RetirementUnit, unless otherwise provided expressly in a written agreement between deliver (or cause to be delivered) to the Participant one Common Share with respect to each such vested and the Company (or a Subsidiary). For purposes of this Section 2(c)outstanding Restricted Unit, the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date as settlement of such retirement, Restricted Unit and (iii) no Termination of Employment has occurred prior to the date of each such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service Restricted Unit shall thereafter be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460cancelled.
(d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
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Vesting and Payment. (a) Except as set forth in Sections 2(c) and 2(d), the Restricted Stock Units shall vest on the fourth anniversary of the Grant Date (the “Scheduled Payment Date”); provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment Date.
(b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date.
(c) The Restricted Stock Units shall vest on a pro-rated basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary)Company. For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460.
(d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary)Company. For purposes of this Agreement, a “Change of Control” shall mean the occurrence of a Section 409A Change of Control (as defined in the PlanSection 3). For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
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Vesting and Payment. (a) Except as set forth in Sections 2(c) Subject to the terms and 2(d)conditions of the Plan and this Agreement, the Restricted Stock Performance Units will become vested in accordance with the following schedule:
(1) 1/3 of the Performance Units (rounded down to the nearest whole Performance Unit) on June 19, 2013; and
(2) 1/3 of the Performance Units (rounded down to the nearest whole Performance Unit) on June 19, 2014; and
(3) All of the remaining Performance Units on June 19, 2015. Any additional Performance Units issued or deemed to be issued to Participant as the result of a recapitalization, stock split or other adjustment event pursuant to Section 8 of the Plan shall vest and be paid in the same proportions, and on the same dates, as those Performance Units with respect to which the additional Performance Units were issued. Notwithstanding the foregoing, Participant must remain continuously employed with the Company or a subsidiary or designated affiliate thereof from the date hereof until the applicable vesting date for any unvested Performance Units to vest on that date. All unvested Performance Units shall vest on be forfeited following the fourth anniversary termination of Participant’s employment with the Grant Date (Company and all subsidiaries and designated affiliates, except as otherwise provided in the “Scheduled Payment Date”); provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment DatePlan.
(b) Except as set forth Notwithstanding the foregoing, upon the occurrence of a Change in Section 2(c)Control, there shall be no proportionate all of the Performance Units will become vested in full, provided Participant has remained continuously employed with the Company or partial vesting a subsidiary or designated affiliate thereof from the date hereof until the Change in Control. Accordingly, termination of Participant’s employment for any reason after the periods prior to Change in Control will not result in forfeiture of the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such datePerformance Units.
(c) The Restricted Stock Payment of vested Performance Units shall vest on a pro-rated basis upon be made within the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company thirty (or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i30) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to immediately following the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Performance Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460become vested.
(d) The Restricted Stock For so long as Participant holds outstanding Performance Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of under this Agreement, if the Company pays any cash dividends on its Common Stock, then the Company will pay Participant in cash for each outstanding Performance Unit covered by this Agreement as of the record date for such dividend, less any required withholding taxes, the per share amount of such dividend that Participant would have received had Participant owned that number of shares of Common Stock equal to the number of Participant’s outstanding Performance Units as of the record date of the dividend, within the thirty (30) days immediately following the record date of the dividend, provided Participant has remained continuously employed with the Company or a “Change subsidiary or designated affiliate thereof from the date hereof until the applicable record date for such dividend. The additional payments to be made pursuant hereto shall be treated as a separate arrangement that is being provided outside of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
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